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The Companies Act 2006 Final Implementation

Scheduled for 1st October 2009

As you may be aware, Companies House has been active in implementing a series of updates to the legal framework affecting UK companies. The changes are set out in the Companies Act 2006; the final change is scheduled for 1st October 2009.

We discuss below some of the key changes, and how they will affect the company formation process and the provision of our services.

For a more comprehensive analysis of the Companies Act 2006 and company law reform, please refer to the following Companies House guidance notes.

The Companies Act 2006 - October 2009

Memorandum and Articles

The Companies Act 2006 brought in new Model Articles. The new standard Articles have been drafted to cover the basic procedures and protocols for issues such as Directors responsibilities, share allotments and transfers, dividends, conduct of meetings, and liability. The Model Articles replace Table A, which was adopted under the 1985 Act. However, their intent, and context within each document, remains much the same. The new Articles are drafted in clear modern English, without the antiquated and confusing legal jargon used in Table A. Furthermore, Companies House has adopted a "think small first" approach; that is, it intends to cater for the needs of smaller companies first.

You can access an up-to-date version of the new Model Articles from the link below:

Draft Model Articles of Association

The Memorandum has been significantly shortened to state, in simple terms, the intent of the new members to incorporate a limited company and to subscribe to the provisions of its Articles.

Company Wizard will adopt the Model Articles by default. However, there will be additional resources to import bespoke articles, suitable for your circumstances, should you require.

Directors Service Address

From 1st October 2009, on incorporation, all directors may provide a service address as well as their usual residential address. The service address will be visible on the public records. However, the residential address will be protected, and only available to prescribed regulatory authorities, such as the police and HMRC.

From 1st October 2009, Company Wizard will enable each director to specify a service address and a residential address. The service address can also be designated as the registered office address.

Statement of Capital

From 1st October 2009, the concept of authorised share capital will be dispensed with and replaced by a statement of capital. There will then be no upper limit to the number of shares the company can grant options over.

The statement of capital will define the following points:
  • the type of shares being issued (e.g. Ordinary/preference/etc.)
  • the currency of the shares (e.g. GBP, USD, EUR etc.)
  • the nominal value of the shares
  • the number of shares issued
  • the amount paid and due on each share (Including any share premium)
  • the prescribed particulars. (This is a statement of the voting and dividend rights associated with each class of share.)

It will also be possible to define multiple share classifications in the statement of capital. Company Wizard will provide this functionality to all reseller customers.

XML Interface

Company Wizard utilises an XML interface with Companies House for filing electronic information. We were one of the first presenters to adopt the new interface, and have seen progressive development in terms of the reliability and speed of delivery when filing documents via this gateway.

Although most individuals who use our service will be unaware of what happens behind the scenes, we regard that as a critical aspect of our business, and one we constantly seek to improve. Our early lead in this area has given us time to fine-tune our system to work quickly and efficiently with the requirements of the new Act.

We hope you enjoy using our service. We would welcome your feedback and suggestions on the new platform when it goes live in October.
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